SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-10958
DROVERS BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2209390
(State or other jurisdiction of incorporation or organization)(IRS employer ID)
30 SOUTH GEORGE STREET, YORK, PA 17401
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (717) 843-1586
NONE
(Former name, address and fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 31, 2000
Common Stock 5,054,613 Shares
1 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Condition ................................... 4
March 31, 2000 and December 31, 1999
Consolidated Statements of Income ...................................... 5
Three Months Ended March 31, 2000 and 1999
Consolidated Statements of Comprehensive Income ........................ 6
Three Months Ended March 31, 2000 and 1999
Consolidated Statements of Cash Flows .................................. 7
Three Months Ended March 31, 2000 and 1999
Notes to Consolidated Financial Statements ............................. 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ............................ 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK .................................................... 18
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FROM 8-K
A. Listing of Exhibits.
Exhibit 3(i) - Articles of Incorporation. (incorporated by reference
to Exhibit 3(i) to the Drovers Bancshares Corporation Form 10-Q for
the period ended June 30, 1999)
Exhibit 3(ii) - By-laws. (incorporated by reference to Exhibit 3(ii)
to the Drovers Bancshares Corporation Form 10-Q for the
period ended June 30, 1999)
Exhibit 4 - Instruments Defining the Rights of Holders of Long-term
Debt of Drovers Bancshares Corporation and its subsidiaries are not
filed as Exhibits because the amount of debt under each instrument is
less than 10 percent of the consolidated assets of Drovers Bancshares
Corporation. Drovers Bancshares Corporation undertakes to file these
instruments with the Commission on request.
Exhibit 10(a) - Amended and Restated Supplemental Pension Plan, dated
September 28, 1994, between The Drovers & Mechanics Bank and
A. Richard Pugh and First Amendment thereto, dated November 14, 1995.
(incorporated by reference to Exhibit 10(a) of the Drovers Bancshares
Corporation Form 10-K for the year ended December 31, 1998).
Exhibit 10(b) - Amended and restated Change of Control Agreement, dated
September 30, 1999, among Drovers Bancshares Corporation, The Drovers
& Mechanics Bank and A. Richard Pugh. (incorporated by reference to
Exhibit 10(b) of the Drovers Bancshares Corporation Form 10-Q for the
period ended September 30, 1999).
Exhibit 10(c) - Form of Change of Control Agreement among Drovers
Bancshares Corporation, The Drovers & Mechanics Bank and each of
the following Executive Vice Presidents of the Company: Debra A.
Goodling, Michael J. Groft, and Shawn A. Stine. (incorporated by
reference to Exhibit 10(c) of the Drovers Bancshares Corporation
Form 10-K for the year ended December 31, 1998).
2 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
CONTENTS
PART II OTHER INFORMATION, Continued
Exhibit 10(d) - The Drovers Bancshares Corporation 1995 Stock Option
Plan. (incorporated by reference to Exhibit 99.1 of the Drovers
Bancshares Corporation Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on December 31, 1998).
Exhibit 10(e) - The Drovers Bancshares Corporation Incentive Stock
Option Plan. (incorporated herein by reference to Exhibit 99.1 to
the Drovers Bancshares Corporation Registration Statement on Form S-8
as filed with the Securities and Exchange Commission on May 24, 1995).
Exhibit 10(f) - The Drovers Bancshares Corporation 1999 Non-Employee
Directors Stock Option Plan. (incorporated by reference to
Exhibit 99.1 to the Drovers Bancshares Corporation Registration on
Form S-8 as filed with the Securities and Exchange Commission on
July 8, 1999).
Exhibit 11 - Statements Regarding Computation of Per Share
Earnings ......................................................... 8
Exhibit 21 - Subsidiaries of Registrant ........................... 20
Exhibit 27 - Financial Data Schedule .............................. 21
B. Drovers Bancshares Corporation did not file any reports on Form 8-K
during the period reported.
SIGNATURES ............................................................... 19
3 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF CONDITION
(In thousands)
MARCH 31, DEC 31,
ASSETS 2000 1999
Cash and due from banks ................................ $ 20,348 $ 20,571
Money market investments ............................... 694 767
Investment securities (fair value $208,593 and $213,152) 208,447 212,937
Loans (net of unearned income of $3,043 and $3,042) .... 484,471 460,201
Reserve for loan losses ................................ 3,941 3,908
___________________
Net loans .............................................. 480,530 456,293
Bank premises and equipment ............................ 17,081 16,790
Other assets ........................................... 21,448 12,750
____________________
TOTAL ASSETS ........................................... $748,548 $720,108
====================
LIABILITIES
Deposits:
Noninterest-bearing .................................... $ 54,920 $ 47,986
Interest-bearing ....................................... 477,417 457,148
___________________
Total deposits ......................................... 532,337 505,134
Federal funds purchased and securities sold under
agreements to repurchase .............................. 50,304 55,238
Other borrowings ....................................... 101,169 95,237
Corporation-obligated mandatorily redeemable capital
securities of subsidiary trust ........................ 7,500 7,500
Other liabilities ...................................... 5,828 5,799
___________________
TOTAL LIABILITIES ...................................... 697,138 668,908
SHAREHOLDERS' EQUITY
Common stock - no par, 15,000,000 shares authorized;
issued and outstanding - 5,054,613 shares in 2000 and
4,805,977 shares in 1999 .............................. 40,952 40,852
Retained earnings ...................................... 14,260 13,478
Accumulated other comprehensive income.................. (3,802) (3,130)
____________________
TOTAL SHAREHOLDERS' EQUITY ............................. 51,410 51,200
____________________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............. $748,548 $720,108
====================
See notes to consolidated financial statements.
4 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS
(In thousands, except per share data) ENDED MARCH 31,
2000 1999
INTEREST INCOME
Interest and fees on loans ................ $ 9,950 $ 8,113
Interest on deposits with banks ........... 11 7
Interest and dividends on
investment securities .................... 3,506 2,528
________________
Total interest income ..................... 13,467 10,648
INTEREST EXPENSE
Interest on deposits ...................... 5,323 4,348
Federal funds purchased and securities
sold under agreements to repurchase ...... 682 220
Interest on borrowed funds ................ 1,598 895
_________________
Total interest expense .................... 7,603 5,463
_________________
Net interest income ....................... 5,864 5,185
Provision for loan losses ................. 1,001 363
_________________
Net interest income after
provision for loan losses ................ 4,863 4,822
OTHER INCOME
Trust income .............................. 389 338
Service charges on deposit accounts ....... 506 434
Securities (losses) gains.................. (191) 63
Net gains on loan sales ................... 66 349
Other ..................................... 309 248
_________________
Total other income ........................ 1,079 1,432
OTHER EXPENSES
Salaries and employee benefits ............ 2,447 2,219
Occupancy and premises .................... 364 304
Furniture and equipment ................... 381 341
Marketing ................................. 127 174
Supplies .................................. 98 155
Other taxes ............................... 122 109
Other ..................................... 866 753
_________________
Total other expenses ...................... 4,405 4,055
_________________
Income before income taxes ................ 1,537 2,199
Applicable income taxes ................... 130 387
_________________
NET INCOME ................................ $ 1,407 $ 1,812
=================
PER SHARE DATA
Net income ................................ $ 0.28 $ 0.37
=================
Net income, assuming dilution.............. $ 0.28 $ 0.36
=================
Dividends ................................. $ 0.12 $ 0.11
=================
See notes to consolidated financial statements.
5 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS
ENDED MARCH 31,
(In thousands) 2000 1999
______________________________________________________________________________
Net income ............................................ $ 1,407 $1,812
Other comprehensive income (loss):
Unrealized gains (losses) on securities arising during
period .............................................. (1,211) (265)
Reclassification adjustment for gains (losses) included
in net income ....................................... 192 (25)
_____________________
Other comprehensive income (loss) before tax .......... (1,019) (290)
Income taxes (benefits) related to other comprehensive
income (loss) ....................................... (347) (99)
_____________________
Other comprehensive income (loss) ..................... (672) (191)
_____________________
COMPREHENSIVE INCOME .................................. $ 735 $1,621
See notes to consolidated financial statements. =====================
6 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS
(In thousands) ENDED MARCH 31,
2000 1999
______________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ 1,407 $ 1,812
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization......................... 452 314
Net amortization of investment security premiums ..... 20 58
Provision for loan losses ............................ 1,001 363
Gain on sale of securities held-to-maturity .......... (1) (38)
Loss (gain) on sale of securities available-for-sale . 192 (25)
Loss on sale of fixed assets ......................... 2 0
Loans originated for sale ............................ (3,545) (20,317)
Proceeds from sales of loans ......................... 3,665 20,773
Gain on sale of loans ................................ (65) (349)
Loss (gain) on other real estate ..................... 1 (5)
Net deferred loan fees ............................... (9) (297)
Equity in losses of real estate ventures.............. 63 55
Increase in interest/dividends receivable ............ (712) (86)
Increase in interest payable ......................... 170 278
Increase in other assets ............................. (7,648) (384)
(Decrease)increase in other liabilities .............. (139) 788
____________________
Net cash (used in) provided by operating activities .. (5,146) 2,940
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales and maturities of securities
held-to-maturity .................................... 859 8,316
Proceeds from sales and maturities of securities
available-for-sale .................................. 9,551 11,487
Purchases of securities available-for-sale ........... (7,153) (30,467)
Increase in net loans ................................ (25,420) (18,056)
Capital expenditures ................................. (693) (322)
Proceeds from sale of fixed assets ................... 6 0
Net purchase of investment in unconsolidated
subsidiaries......................................... (43) (205)
Proceeds from sale of other real estate .............. 67 153
____________________
Net cash used in investing activities ................ (22,826) (29,094)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand deposits and savings
accounts ............................................ 15,527 3,137
Net increase in certificates of deposit .............. 11,676 9,310
Net decrease in federal funds purchased
and repurchase agreements ........................... (4,934) (912)
Net increase in other borrowings ..................... 5,945 6,951
Payments made for capital leases ..................... (13) (11)
Dividends paid ....................................... (625) (536)
Proceeds from issuance of common stock ............... 100 21
____________________
Net cash provided by financing activities ............ 27,676 17,960
____________________
NET DECREASE IN CASH & CASH EQUIVALENTS .............. (296) (8,194)
CASH & CASH EQUIVALENTS AT JANUARY 1, ................ 21,338 24,624
____________________
CASH & CASH EQUIVALENTS AT MARCH 31, ................. $21,042 $16,430
====================
See notes to consolidated financial statements.
7 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements contain all
adjustments (including normal recurring accruals) considered necessary to
present fairly Drovers Bancshares Corporation's ("Drovers") financial position
as of March 31, 2000 and December 31, 1999.
Operating results and changes in cash flows for the three months ended
March 31, 2000 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000. For further information, refer
to the consolidated financial statements and footnotes included in Drovers'
Annual Report for the year ended December 31, 1999.
Certain reclassifications have been made to prior information to conform to
current year's presentation.
NOTE B - CALCULATION OF EARNINGS PER SHARE
On April 26, 2000, Drovers declared a 5% stock dividend to shareholders of
record on May 5, 2000 payable on May 26, 2000. Net income per share is computed
based on the weighted average number of shares outstanding each period, giving
retroactive effect to the 5% stock dividend declared in 2000, the 5% stock
dividend issued in 1999 and the 3-for-2 stock split issued in 1998. Earnings
per common share, assuming dilution gives effect to all dilutive potential
common shares during each period.
Net income per share and net income per share, assuming dilution, were
calculated as follows:
MARCH 31,
2000 1999
Net income ................................... $1,407 $1,812
=================
Average shares outstanding ................... 5,046 4,927
Effect of dilutive securities:
Stock options ............................... 36 59
Average shares outstanding, _________________
assuming dilution ............................ 5,082 4,986
=================
Net income per share ......................... $ 0.28 $ 0.37
=================
Net income per share, assuming dilution ...... $ 0.28 $ 0.36
=================
NOTE C - INVESTMENT SECURITIES
The amortized cost and estimated fair value of investment securities classified
as held-to-maturity as of March 31, 2000 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies ... $ 1,492 $ 2 $ 0 $ 1,494
Obligations of states and political
subdivisions ......................... 14,303 157 13 14,447
Mortgage-backed securities and
collateralized mortgage obligations .. 4,713 29 29 4,713
_______________________________________
Total investment securities ........... $20,508 $188 $42 $20,654
=======================================
8 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE C - INVESTMENT SECURITIES, continued
The amortized cost and estimated fair value of investment securities classified
as available-for-sale as of March 31, 2000 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies .... $ 16,450 $ 3 $ 473 $ 15,980
Obligations of states and political
subdivisions .......................... 18,247 7 586 17,668
Corporate obligations .................. 16,703 0 711 15,992
Mortgage-backed securities and
collateralized mortgage obligations ... 118,111 62 3,648 114,525
______________________________________
Total debt securities .................. 169,511 72 5,418 164,165
Equity securities ...................... 24,191 109 526 23,774
______________________________________
Total investment securities ............ $193,702 $181 $5,944 $187,939
======================================
The amortized cost and estimated fair value of investment securities classified
as held-to-maturity as of December 31, 1999 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies .. $ 1,491 $ 10 $ 0 $ 1,501
Obligations of states and political
subdivisions ........................ 14,567 202 22 14,747
Mortgage-backed securities and
collateralized mortgage obligations . 5,298 42 17 5,323
______________________________________
Total investment securities .......... $21,356 $254 $39 $21,571
======================================
The amortized cost and estimated fair value of investment securities classified
as available-for-sale as of December 31, 1999 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies .. $ 16,472 $ 1 $ 438 $ 16,035
Obligations of states and political
subdivisions ........................ 23,004 32 846 22,190
Corporate obligations................. 16,709 3 462 16,250
Mortgage-backed securities and
collateralized mortgage obligations . 116,105 202 2,784 113,523
_______________________________________
Total debt securities ................ 172,290 238 4,530 167,998
Equity securities .................... 24,035 190 642 23,583
_______________________________________
Total investment securities .......... $196,325 $428 $5,172 $191,581
=======================================
For additional information, see pages 24-25 of Drovers' 1999 Annual
Report.
9 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE D - LOANS
Loans are comprised of the following as of March 31, 2000 and December 31, 1999:
MARCH 31, DEC 31,
(In thousands) 2000 1999
Commercial, financial and industrial loans ........... $126,319 $120,041
Real estate mortgage loans:
Real estate construction-related ................... 26,220 18,846
Real estate mortgage loans secured by
1-4 family residential properties ................ 142,563 140,139
Other real estate .................................. 159,092 150,341
____________________
Total real estate mortgage loans ..................... 327,875 309,326
Consumer loans:
Monthly payment .................................... 29,350 29,181
Other revolving credit ............................. 797 837
____________________
Total consumer loans ................................. 30,147 30,018
Leasing and other .................................... 130 816
____________________
Total loans .......................................... $484,471 $460,201
====================
Residential mortgage loans with a book value of $1,429,000 were held for sale
at March 31, 2000. The cumulative fair value exceeded the book value of these
loans. Loans held for sale are included in total loans. During the first
quarter of 2000, we capitalized $4,000 in loan servicing
rights and amortized $41,000.
Nonperforming assets are detailed below:
MARCH 31, DEC 31,
2000 1999
Nonaccrual loans ............................... $6,165 $5,336
90 days past due and still accruing ............ 0 33
Restructured loans in compliance with modified
terms ......................................... 284 1,283
_______________
Non-performing loans ........................... 6,449 6,652
Assets acquired by foreclosure or repossession . 150 85
_______________
Non-performing assets .......................... $6,599 $6,737
===============
Non-performing loans as a percentage of total
loans, net of unearned income ................. 1.33% 1.45%
===============
Non-performing assets as a percentage of total
assets ........................................ 0.88% 0.94%
===============
Reserve for loan losses as a percentage of non-
performing loans .............................. 61.11% 58.75%
===============
As of March 31, 2000, the total recorded investment in impaired loans was
$4,007,000 compared to $5,468,000 at December 31, 1999. Continued
deterioration of the collateral value of a corporate loan relationship
classified as impaired and nonaccrual at December 31, 1999 prompted a
write-down of $955,000 this quarter. The balance due on this relationship was
$3,074,000 at March 31, 2000.
10 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
LOANS, continued
Changes in the reserve for loan losses for the periods ended March 31, were
as follows:
(In thousands) 2000 1999
Balance, beginning of year ........................... $3,908 $3,912
Provision for loan losses ............................ 1,001 363
LESS: Loans charged-off .............................. 1,002 167
Recoveries ........................................... 34 6
___________________
Balance, March 31 .................................... $3,941 $4,114
===================
Reserve for loan losses as a percentage of loans as of
March 31, ........................................... 0.81% 1.01%
====================
For additional information, see footnote 7 on pages 26-27 and the Provision for
Loan Losses on pages 39-40 of the Drovers' 1999 annual report.
NOTE E - BANK OWNED LIFE INSURANCE ("BOLI")
Drovers' primary subsidiary, The Drovers & Mechanics Bank ("Drovers Bank") is
in the process of modifying certain benefit plans for specific officers. On
March 30, 2000, in conjunction with these changes, Drovers Bank purchased
$7,125,000 of life insurance on certain key officers. The cash surrender
value of this insurance at March 31, 2000 approximates the purchase value of
$7,125,000, which is included in other assets in the consolidated financial
statements.
11 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Drovers is headquartered in York, Pennsylvania and offers a variety of
financial products and services through its bank, The Drovers & Mechanics Bank
("Drovers Bank"), and its other specialized non-bank subsidiaries. Drovers
Bank has seventeen full service branches, all located throughout York County.
Additionally, Drovers operates corporate lending offices in Mechanicsburg,
Pennsylvania and Frederick, Maryland. The Frederick office was our first
location outside of Pennsylvania. It was granted full banking powers and
began accepting deposits from corporate customers in February 2000.
In addition to historical information, this Quarterly Report on Form 10-Q
contains statements that constitute forward-looking statements (within the
meaning of the Private Litigation Reform Act of 1995), which involve
significant risks and uncertainties. The words "believes", "expects", "may",
"will", "should", "projects", "contemplates", "anticipates", "forecasts",
"intends" or other similar words or terms are intended to identify forward-
looking statements. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors that might cause such
a difference might include, but are not limited to, general economic
conditions, changes in interest rates, deposit flow, loan demand, real estate
values and competition, changes in accounting or tax principles, policies or
guidelines, changes in legislation or regulation and other economic
competitive, government, regulatory and technological factors affecting
Drovers' operations, pricing, products and services. Readers are cautioned not
to place undue reliance on these forward-looking statements, which reflect our
analysis only as of the date hereof. Drovers undertakes no obligation to
publicly revise or update these forward-looking statements to reflect events
or circumstances that arise after the date hereof.
FINANCIAL CONDITION
The following comparison of actual balances indicates how Drovers has
generated and employed its funds for the three months ending March 31, 2000:
BALANCE BALANCE
MARCH 31, INCREASE DEC 31,
2000 (DECREASE) % 1999
FUNDING USES: (In thousands)
Money market investments ............ $ 694 $ (73) (9.5%) $ 767
Investment securities ............... 208,447 (4,490) (2.1%) 212,937
Loans (net) ......................... 480,530 24,237 5.3% 456,293
______________________________________
Total interest-bearing assets ....... 689,671 19,674 2.9% 669,997
Noninterest-bearing assets .......... 58,877 8,766 17.5% 50,111
______________________________________
TOTAL USES .......................... $748,548 $28,440 3.9% $720,108
======================================
FUNDING SOURCES:
Interest-bearing demand deposits .... $ 55,757 $ 442 0.8% $ 55,315
Savings deposits .................... 143,297 7,071 5.2% 136,226
Time deposits ....................... 278,363 12,756 4.8% 265,607
Short-term borrowings ............... 50,304 (4,934) (8.9%) 55,238
Long-term borrowings ................ 108,669 5,932 5.8% 102,737
______________________________________
Total interest-bearing liabilities .. 636,390 21,267 3.5% 615,123
Noninterest-bearing demand deposits . 54,920 6,934 14.5% 47,986
Other liabilities ................... 5,828 29 0.5% 5,799
Shareholders' equity ................ 51,410 210 0.4% 51,200
______________________________________
TOTAL SOURCES ....................... $748,548 $28,440 3.9% $720,108
======================================
12 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
FINANCIAL CONDITION, continued
Total assets increased $28,440,000 during the first quarter of 2000. Loans
grew $24,237,000, or 5.3%, and investments decreased $4,490,000, or 2.1%.
Commercial loan demand was strong, accounting for $21,913,000 of the loan
growth. The growth in commercial loans secured by real estate was $15,635,000,
or 71.4% of the total increase in commercial loans. Consumer loan and
residential mortgage growth was flat.
During the first quarter of 2000, we sold $5,179,000 of securities, primarily
municipal bonds, at a loss of $36,000 and reinvested the proceeds from the
sales in $7,125,000 of BOLI. See Note E for additional information on the
BOLI. We also committed to sell an additional $10,081,000 of securities,
primarily mortgage-backed securities, at a loss of $155,000 prior to the end
of the first quarter. Since we had committed to the sales prior to
quarter-end, we recognized permanent impairment on these securities as of
March 31, 2000. The proceeds from the sales of the securities were used to
purchase higher-yielding mortgage-backed securities in April. The investment
transactions resulted in losses in the first quarter, but will provide higher
earnings throughout 2000 and into the future.
Total deposits grew $27,203,000 and funded most of the asset growth. Most of
the total deposit growth was in certificates of deposit and other time
deposits which increased $12,756,000, or 4.8%, non-interest bearing demand
deposits which increased $6,934,000, or 14.5%, and savings deposits which
increased $7,071,000, or 5.2% from yearend. The savings growth includes our
Indexed Money Fund, a savings product that pays a money market interest rate.
The Indexed Money Fund increased $4,785,000 during the first quarter.
LIQUIDITY
Liquidity management focuses on the ability to meet the cash flow requirements
of customers wanting to withdraw or borrow funds for their personal or business
needs. Liquidity needs may be met by either reducing assets or increasing
liabilities. Sources of asset liquidity include short-term investments,
maturing and repaying loans and monthly cash flows from mortgage-backed
securities and collateralized mortgage obligations. The loan portfolio provides
an additional source of liquidity due to our participation in the secondary
mortgage market. Drovers designates a substantial portion of its investment
portfolio as available-for-sale. At March 31, 2000, this segment totaled
$187,939,000, or 90.2%, of the investment portfolio.
On the liability side, liquidity needs may be met by attracting deposits with
competitive rates, using repurchase agreements, buying federal funds or
utilizing the facilities of the Federal Reserve or the Federal Home Loan Bank
of Pittsburgh. Drovers Bank maintains a formal arrangement with the Federal
Home Loan Bank, which allows us to borrow short and intermediate advances up
to approximately 80% of our investment in assets secured by one-to-four family
residential real estate. The maximum borrowings under this agreement at March
31, 2000 were $160,723,000, of which $117,212,000, or 72.9%, was borrowed. The
ability to renew funding sources depends on the financial institution's
strength, asset portfolio, diversity of deposit customers and types of deposit
instruments offered.
RESULTS OF OPERATION
Drovers recorded net income of $1,407,000 for the three months ended
March 31, 2000 compared to $1,812,000 for the same period a year ago, a decline
of $405,000. Basic earnings per share were $0.28 compared to $0.37 for the
same period last year. Operating earnings, excluding an additional provision
for loan losses and net investment losses incurred at the end of the quarter,
would have been approximately $1,971,000 with basic earnings per share of
$0.39. This represents an increase in operating earnings of $159,000, or 8.8%,
over 1999.
13 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS, continued
Return on average equity for the first three months of 2000 was 11.05% compared
to 14.87% a year ago. Return on average assets for the first quarter of 2000
was 0.78% compared to 1.22% for the first quarter of 1999. Excluding the
additional provision and the net investment losses, return on average equity
would have been 15.47% and return on average assets would have been 1.09%.
NET INTEREST INCOME
Net interest income is the difference between the interest earned on loans and
investments and the interest paid on deposits and other sources of funds. The
following table presents the trends in net interest income:
THREE MONTHS
ENDED MARCH 31,
(In thousands) 2000 1999 00/99
Interest income ............ $13,467 $10,648 26.5%
Interest expense ........... 7,603 5,463 39.2%
________________________
Net interest income ........ 5,864 5,185 13.1%
========================
Net interest income increased $679,000, or 13.1% for the first quarter of 2000
compared to a year ago. The largest category of earning assets consists of
loans to businesses and individuals. The majority of earning assets are
supported by interest-bearing commercial and consumer deposits and
shareholders' equity. Changes in net interest income are determined by
variations in the volume and mix of assets and liabilities as well as their
sensitivity to interest rate movements. Increased volume drove the increase in
net interest income for the first quarter of 2000.
The following table summarizes the net interest spread and the net interest
margin during 2000 and 1999:
MARCH 31, 2000 MARCH 31,1999
AVERAGE AVERAGE
(in thousands) BALANCE RATE BALANCE RATE
Earning assets .................... $684,424 7.91% $562,943 7.67%
=================================
Financed by:
Interest-bearing funds .......... $620,698 4.93% $500,890 4.42%
Noninterest-bearing funds ....... 63,726 - 62,053 -
_________________________________
Total ........................ $684,424 4.47% $562,943 3.94%
=================================
Net interest income ............... $ 5,864 $ 5,185
Net interest spread ............... 2.98% 3.25%
Net interest income margin ........ 3.44% 3.73%
The average yield on earning assets increased 0.24% while the cost of earning
assets increased 0.53%. As a result of a higher increase in the cost of
earning assets than the yield on interest-earning assets, the interest margin
declined 0.29%. The decline in interest margin was primarily due to the
following three factors:
- The yield on loans was adversely affected by an increase in nonaccrual
loans.
- Contributing to the increase in yield on long-term borrowings was the
issuance of $7,500,000 of 9.25% capital securities in September 1999.
- Our interest rate sensitivity changed from neutral to slightly liability
sensitive during 1999.
14 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NET INTEREST INCOME, continued
Drovers experienced strong loan growth in 1999. Much of that growth was in
loans at fixed rates, either to term or fixed for a period of time, as
customers continued to take advantage of low interest rates. Much of this
loan growth was funded with time deposits and other borrowings that have a
shorter maturity than the assets they fund. As a result of our growth and
funding strategy during 1999, our interest rate sensitivity changed from
neutral to slightly liability sensitive. As of March 31, 2000, we were still
slightly liability sensitive.
The interest margin was 3.44% in the first quarter of 2000 compared to 3.61%
for the fourth quarter of 1999. The fourth quarter 1999 interest margin
included a prepayment penalty of $279,000. Excluding the prepayment penalty,
the fourth quarter margin would have been 3.44%.
PROVISION FOR LOAN LOSSES
The allowance for loan losses is based on our quarterly assessment of the
losses inherent in the loan portfolio and other relevant factors. This
assessment takes into account both quantitative and qualitative factors and is
subjective as it requires material estimates. Based on our evaluation of loan
quality, we feel that our allowance for loan losses at March 31, 2000 was
adequate to absorb losses within the portfolio.
Net charge-offs and loan quality ratios are summarized below:
MARCH 31, MARCH 31,
2000 1999
Loans charged-off:
Commercial, financial and industrial.............. $ 977 $100
Real estate ...................................... 4 0
Consumer ......................................... 21 67
________________
Total loans charged-off ............................ 1,002 167
Recoveries:
Commercial, financial and industrial.............. 15 0
Real estate ...................................... 0 0
Consumer ......................................... 19 6
________________
Total recoveries ................................... 34 6
________________
Net charge-offs .................................... $ 968 $161
================
Net charge-offs as a percent of average loans ...... 0.20% 0.04%
================
Net charge-offs during the first quarter of 2000 include a $955,000 charge on a
commercial loan secured by trade receivables. This loan and another loan also
secured by trade receivables were classified as impaired late in 1999 when
possible credit problems became known. The charge was based on updated future
cash flow estimates received at the end of the first quarter. The subsequent
restoration of the reserve for loan losses contributed to the increase in the
provision for loan losses from $363,000 last year to $1,001,000 in the first
quarter of 2000.
At March 31, 2000, the percent of the reserve for loan losses to total loans
was 0.81% as compared to 0.85% at December 31, 1999. The percent of the
reserve to nonperforming loans as of the end of the first quarter 2000 was
61.11% compared to 58.75% at yearend 1999.
For additional information, see footnote 7 on pages 26-27 and the Provision for
Loan Losses on pages 39-40 of the Drovers' 1999 annual report.
15 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NONINTEREST INCOME
THREE MONTHS
ENDED MARCH 31,
(In thousands) 2000 1999 00/99
Trust income ........................ $ 389 $ 338 15.1%
Service charges on deposit accounts . 506 434 16.6%
Securities (losses) gains ........... (191) 63 (403.2%)
Net gains on loan sales ............. 66 349 (81.1%)
Other ............................... 309 248 24.6%
______________________
Total ............................... $1,079 $1,432 (24.7%)
======================
Noninterest income decreased $353,000 during the first quarter. Net gains on
residential mortgage loan sales were $66,000 in the first quarter as compared to
$349,000 for the same period last year. The decline is primarily related to the
reduction in refinancing activity. Mortgage loan sales totaled about $3,604,000
in the first quarter as compared to $20,554,000 a year ago.
During the first quarter of 2000, Drovers recognized a loss on sales of
securities of $191,000 compared to a gain of $63,000 during the first quarter
of 1999. The losses were related to selling or committing to sell $15,260,000
of securities prior to quarter end. A majority of the proceeds from the sales
were reinvested in higher-yielding mortgage-backed securities, and the
remaining proceeds were reinvested in $7,125,000 of BOLI. See Note F for
additional information on the BOLI. The investment transactions resulted in
losses in the first quarter, but will provide higher earnings throughout 2000
and into the future.
Income from investment services and trust increased $51,000, or 15.1%, during
the first quarter. The fair value of investments managed by the division was
$285,217,000 at March 31, 2000, an increase of 26,368,000, or 9.3%, over the
prior year. The division has experienced growth in employee benefits, personal
trust and investment management accounts. Additionally, investment services
and trust launched a new initiative at the end of 1999, the Oak Tree Investment
Group, which provides enhanced investment management, financial planning and
brokerage services. The Oak Tree Investment Group contributed about $15,000 of
revenue this quarter.
Service charges on deposit accounts increased $72,000 during the first quarter.
An increase in the collection of insufficient fund and return check charges
caused most of the growth.
Other income increased $61,000, or 24.6%. Drovers offers ATM and debit cards,
charges surcharges for non-customers using our ATM machines and provides
electronic interchange services for various merchants. The fees associated
with these electronic transactions have steadily increased and account for a
portion of the increase in other income. Additionally, fees received on letters
of credit have increased from last year.
16 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NONINTEREST EXPENSE
THREE MONTHS
ENDED MARCH 31,
(In thousands) 2000 1999 00/99
Salaries and employee benefits . $2,447 $2,219 10.3%
Occupancy and premises ......... 364 304 19.7%
Furniture and equipment ........ 381 341 11.7%
Marketing ...................... 127 174 (27.0%)
Supplies ....................... 98 155 (36.8%)
Other taxes .................... 122 109 11.9%
Other .......................... 866 753 15.0%
_______________________
Total .......................... $4,405 $4,055 8.6%
=======================
Noninterest expense increased $350,000, or 8.6%, compared to the first
quarter of 1999. Salaries and benefits are the largest component of
noninterest expense and increased $228,000 for the quarter. Staffing at the
new Dillsburg, Pennsylvania branch office, which opened in the third quarter
1999, and the two new corporate lending offices in Rossmoyne, Pennsylvania
and Frederick, Maryland, which opened in the second and third quarters 1999,
contributed to the increase. Average full-time equivalent staffing levels were
237 during the quarter ended March 31, 2000 compared to 219 a year ago. The
increase in staffing and higher pension costs were partially offset by a
decline in accrued incentive compensation caused by lower first quarter
earnings.
Occupancy and premises expense increased $60,000. The opening of the Dillsburg
branch office and the Rossmoyne and Frederick corporate lending offices
contributed to this increase. Additionally, we have started leasing the land
for the new Memory Lane office. Furniture and equipment expense increased
$40,000 due to increases in equipment depreciation and maintenance contracts.
Other expenses increased $113,000 due to increases in data processing, legal
and FDIC insurance. The increase in FDIC insurance was due to an industry-wide
insurance rate increase.
TAXATION
Drovers recognized a provision for income taxes of $130,000 for the
three months ending March 31, 2000. The average tax rate, applicable income
taxes divided by income before taxes, was 8.5%. This compares to an average
tax rate of 16.9% for all of 1999. Drovers manages its tax rate
through the purchase of tax exempt investment securities and investments in
low-income housing partnerships that provide historic and low-income tax
credits.
17 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
REGULATORY CAPITAL
The following table shows Drovers exceeds all minimum capital adequacy
standards:
BALANCE BALANCE
MARCH 31, DEC 31,
(in thousands) 2000 1999
Tier 1 capital ................................. $ 62,242 $ 61,321
Tier 2 capital ................................. 3,941 3,908
___________________
Total risk-based capital ..................... $ 66,183 $ 65,229
===================
Risk-adjusted on-balance sheet assets .......... $522,392 $491,347
Risk-adjusted off-balance sheet exposure ....... 14,594 15,316
___________________
Total risk-adjusted assets ................... $536,986 $506,663
Ratios:
Tier 1 risk-based capital ratio .............. 11.6% 12.1%
Minimum required ............................. 4.0% 4.0%
Total risk-based capital ratio ............... 12.3% 12.9%
Minimum required ............................. 8.0% 8.0%
Tier 1 leverage ratio ........................ 8.3% 8.5%
Minimum required ............................. 4.0% 4.0%
Comparing March 31, 2000 to December 31, 1999, Drovers' Tier 1 capital ratio
decreased due to an increase in Tier 1 capital of $921,000 offset by a
$30,323,000 increase in risk-weighted assets. The leverage ratio decreased
due to the increase in Tier 1 capital offset by the increase in total assets
of $28,440,000.
For additional information, see page 44 of the Drovers' 1999 annual
Report and page 7 of the Drovers' 1999 10-K.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Drovers' primary market risk is the risk of changes in net interest income
caused by changes in interest rates. Interest rate sensitivity management
focuses on minimizing interest rate risk. Management measures ongoing interest
rate risk through monthly "gap" reports and quarterly computer simulations of
net interest income. A "gap" report measures the net dollar exposure to
changes in interest rates, at a given time, for various repricing periods.
Results can sometimes be misleading since many interest-bearing liabilities are
not as sensitive to interest rate movements as the repriceable assets which
they help fund. A better measure of interest rate risk is simulations which
project net interest income in rising, falling and stable interest rate cycles.
We perform and review income simulations on a quarterly basis. The interest
rate risk has not changed materially from December 31, 1999.
FUTURE OUTLOOK
Drovers' plans to open two new branch offices in 2000. The new Memory Lane
branch is currently under construction. We plan to open this branch during
the second quarter. During the first quarter, we purchased land at the
Newberrytown exit of I-83 in Newberry Township for a new branch office.
Construction of this branch should begin within the next month.
On April 14, 2000, Drovers Bank entered into a joint venture to set up Drovers
Settlement Services, a limited liability corporation. Drovers Settlement
Services will provide title insurance services to enhance our strong position
in mortgage lending.
18 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART II OTHER INFORMATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DROVERS BANCSHARES CORPORATION
_/s/ A. Richard Pugh ______________
A. Richard Pugh, Chairman, President and
Chief Executive Officer
_/s/ Debra A. Goodling _______________
Debra A. Goodling, Executive Vice President
and Treasurer
Principal Financial Officer
_/s/ John D. Blecher ________________
John D. Blecher, Senior Vice President,
Secretary and Assistant Treasurer
Principal Accounting Officer
Date: May 3, 2000
19 <PAGE>
EXHIBIT 21
Drovers Bancshares Corporation and Subsidiaries
SUBSIDIARIES OF THE REGISTRANT
The following are subsidiaries of the Drovers Bancshares Corporation:
Subsidiary: State of Incorporation/Organization:
The Drovers & Mechanics Bank Pennsylvania
30 South George Street
York, PA 17401
Drovers Realty Company Pennsylvania
30 South George Street
York, PA 17401
Drovers Capital Trust I Delaware
103 Foulk Road, Suite 202
Wilmington, Delaware 19803
The following are subsidiaries of The Drovers & Mechanics Bank:
Subsidiary: State of Incorporation/Organization:
96 South George Street, Inc. Pennsylvania
96 South George Street
York, PA 17401
Drovers Investment Company Delaware
103 Foulk Road, Suite 202
Wilmington, Delaware 19803
Drovers Settlement Services Pennsylvania
96 South George Street, Suite 300
York, PA 17401
(Date of Organization: April 14, 2000)
20 <PAGE>
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
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